Common use of Recoveries from Litigation Clause in Contracts

Recoveries from Litigation. If Company prosecutes any infringement claims either without Penn as a party or with Penn involuntarily joined as a party, then Company will reimburse Penn for Penn’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by Penn, even if there are no financial recoveries from the infringement action. Company will reimburse Penn within [**] days after receiving each invoice from Penn. After reimbursing Penn for its expenditures, Company will use the financial recoveries from such claims, if any, (a) first, to reimburse Company for its litigation expenditures; and (b) second, shared Company [**] percent ([**]%) and Penn [**] percent ([**]%). If Company prosecutes any infringement claims with Penn joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company and Penn in proportion with their respective shares of the aggregate litigation expenditures by Company and Penn; and (y) second, shared equally by Company and Penn as to any remainder after Company and Penn have fully recovered their aggregate litigation expenditures. If Penn prosecutes any infringement claims independent of Company, then Penn will prosecute such infringement at Penn’s expense, will reimburse Company for Company’s litigation expenditures, including any attorney’s fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn at Penn’s request in prosecuting such claims and will retain the balance of any financial recoveries in their entirety.

Recoveries from Litigation. If Company VGX prosecutes any infringement claims either without Penn as a party or with Penn involuntarily joined as a party, then Company VGX will reimburse Penn for Penn’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by Penn, even if there are no financial recoveries from the infringement action. Company VGX will reimburse Penn within [**] thirty (30) days after receiving each invoice from Penn. After reimbursing Penn for its expenditures, Company VGX will use the financial recoveries from such claims, if any, (a) first, to reimburse Company VGX for its litigation expenditures; and (b) second, shared Company [**] percent to retain any remainder but to treat the remainder as either ([**]%i) and Net Sales for the purpose of determining the royalties due to Penn [**] percent under Section 3.6 or ([**]%)ii) sublicense consideration for the purpose of determining the sublicense fees due to Penn under Section 3.10, whichever would result in a larger payment to Penn. If Company VGX prosecutes any infringement claims with Penn joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company VGX and Penn in proportion with their respective shares of the aggregate litigation expenditures by Company VGX and Penn; and (y) second, shared equally by Company VGX and Penn as to any remainder after Company VGX and Penn have fully recovered their aggregate litigation expenditures. If Penn prosecutes any infringement claims independent of CompanyVGX, then Penn will prosecute such infringement at Penn’s expense, will reimburse Company for Company’s litigation expenditures, including any attorney’s fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn at Penn’s request in prosecuting such claims expense and will retain the balance of any financial recoveries in their entirety.

Recoveries from Litigation. If Company prosecutes any infringement claims either without Penn as a party or with Penn involuntarily joined as a party, then Company will reimburse Penn for Penn’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by Penn, even if there are no financial recoveries from the infringement action. Company will reimburse Penn within [**] thirty (30) days after receiving each invoice from Penn. After reimbursing Penn for its expenditures, Company will use the financial recoveries from such claims, if any, (a) first, to reimburse Company for its litigation expenditures; and (b) second, shared share between Company [***] percent ([**]%) and Penn [***] percent ([**]%)as to any remainder. If Company prosecutes any infringement claims with Penn joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company and Penn in proportion with their respective shares of the aggregate litigation expenditures by Company and Penn; and (y) second, shared equally [***] by Company and Penn as to any remainder after Company and Penn have fully recovered their aggregate litigation expenditures. If Penn prosecutes any infringement claims independent of Company, then Penn will prosecute such infringement at Penn’s expense, will reimburse Company for Company’s litigation expenditures, including any attorney’s fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn at Penn’s request in prosecuting such claims expense and will retain the balance of any financial recoveries in their entirety.